Your Guardian Angel
by GreenNightStar
Summary: While on a planet helping a local civilization, Gwendolyn realizes that her foe is much stronger than anticipated. After becoming mortally wounded in the battle, young Gwendolyn's life hangs on a tiny thread.  BWEN -; Ben10,000xGwendolyn
1. Chapter 1

Gwen Tennyson, or Gwendolyn as she was now called, was currently cowering behind a tall brown space rock. On the planet she was faced with, there was no sky. She could see the black of space and its millions of celestial bodies. Usually, anyone would push a few events over to marvel the wonderful scene, but time was something Gwendolyn lacked.

Being as quiet as she could, and trying her hardest not to breath too loudly, Gwendolyn sat with her knees up to her face in order to cover her whole figure behind the rock. In her sanctuary she sat, while a large dragon-kin alien stalked on the other side of the anomaly. She could here its heavy, intimidating breathing like it was a walking furnace.

Wishing was something that Gwendolyn didn't rely on often, but they kept her hopeful in times like this. However, it was what she wished for that almost made her take it back. She had wished that her super-hero cousin, Ben Tennyson, was there to save her for the hundredth time.

Unfortunately, he was light years away on Earth probably dealing with petty aliens all day. Gwendolyn was the one who dealt with the intergalactic baddies.

She waited as the loud thumps of heavy feat slammed against the rocky terrain. It was frightening to know how much weight such a beast could burden. The rock that she was sitting behind was almost as tall as an earthern skyscraper - probably over eighty feet. However, the monster on the other side of it was just as tall and most likely saw the anomaly as minuscule. Maybe it wouldn't think to look behind it? Wrong, in fact. Dead wrong.

In a sudden sweep of events, all of the thunderous rumbling stopped and Gwendolyn heard nothing but silence. She took heavy breaths - hoping that the alien found something else to take its attention. That was just too much to hope for.

A sound of lightning crackled as the rock was smashed in half. Gwendolyn looked up to see shards and pieces falling towards her. Being great at keeping her awareness level high, she was able to evade the rubble and roll safely out of the way.

Now, she could see a dragon-like face staring her down from high above. It was murderous and vicious, with eyes like an angry cat. The chrome-like skin it bore reflected all light that hit it, making it quite beautiful in its own way.

Having no time to admire the sight, Gwendolyn turned around and headed for the spaceship she had come in. It was almost three miles away.

Running on the planet's terrain reminded her of running on a mountain on Earth. It was rough and dry, with no vegetation to speak of. At least having a hard, flat ground would make sure she wouldn't lose speed.

The ground actually felt like an earthquake was underway because of the force of footsteps behind her. If the terrain wouldn't cause her to fall, the constant vibrations just might.

Realizing that running would not allow her sufficient time to board her space craft and fly it off the godforsaken planet, she pushed a few buttons on her wrist-device. Up ahead, she watched the white ship begin to come alive. The jets and thrusters tested themselves by spewing out flames of carbon and nitrogen and soon it hovered itself and started to lock in on her position.

Now it was time to worry about the enormous beast the was on her tale. The strength of the vibrations got heavier, and continued to do so. Turning her head once, she winced inwardly at how close it was to her. Although, something else was also close to her.

In the distance to the left, Gwendolyn's craft was moving at a slow enough pace for her to jump in the open cargo hold when it flew by. But how close would she cut it?

Her orange hair swung violently in the windless air that was held on the planet by thick layers of methane gas - abundant in the thin atmosphere. The warm breath of the dragon alien was brushing against her back. It wasn't much help to her rising doubt.

Seeing her chance, she jumped forward, using a spell to give her and extra boost, and landed contently on the open flap of the cargo hold from her spaceship. Having no time to check for injuries, she rushed to the pilot's chair.

Sitting in the leather seat, she took a second to admire the beauty of the interior. It was a polished white with red-leather seats as well as filled with flashing buttons - most of them she knew what they did.

Taking hold of the ship's throttle and pressing a few buttons, the jet engines fired up hotter and started to gain speed.

"Okay...I think I've made it out," she said nervously - her voice sounding sweet and smooth.. For the second time, though, she was wrong.

The craft shook mercilessly and leaned towards the right in a large dip. It almost made Gwendolyn lose her balance in the seat. Quickly, she checked the ship's diagnostics from an overhead screen. They all checked out green except one of her thrusters. It was blinking red and one word - one word which could jeopardize the whole mission - flashed on the device. "Missing".

"Oh no..." she spoke gravely as the ship turned and twisted in unexpected motions. The dragon-kin alien had made a last-ditch effort to take a part of her ship. It worked.

Gwendolyn opened a transmission frequency - which was used to contact a single person in the most desperate of emergencies - and began to send a media message. She was sure that he wouldn't be able to do anything to help her from afar - but at least he would know the reason why she wouldn't make it home.


	2. Chapter 2

The hero of heroes, or locally Ben Tennyson - the wielder of the Omnitrix, couldn't be happier. For the first time in what seemed like years, he was lounging on a couch in his headquarters in Black Hills, South Dakota - right next to Mount Rushmore.

Usually, he was called away at almost every minute of his life to fight some small alien invader. The people looked up to him, and were always calling for his help. He had once answered a distress call from an elderly man who locked his keys in his hover car. It was disastrous for Ben's ego.

In that moment, his television program was interrupted by an incoming local call. Rolling his eyes and sighing heavily, he answered it.

"Mr. Ten Th- I mean Tennyson..." a formally dressed black-haired woman started.

"Yes?" Ben answered, looking quite the opposite of her. He had a full-grown goatee with glossy brown hair that was cut shorter on the sides but long on the top - giving his bangs a fringe effect.

"Your sons, Kenny and Devlin, are in need of transport home."

"And why is that?"

"They have been expelled," she stated simply before looking over to the side at something unseen.

The tall man - who had been enjoying his day off on the couch - stood up and stretched. This wasn't the first time they had been suspended or kicked out from school, but expelled? That was different. It takes a lot to expel two ten-year-olds.

"Alright," he answered solemnly. "I'll be right down there."

"Thank you Mr. Tennyson."

The screen then returned to Ben's previous channel. He quickly switched it off and grabbed his black leather coat off of a nearby table. He couldn't decide whether to take his car - for the second time in five years - or to simply get them with XLR8.

"I haven't drove in a while..."

Just then red lights began to flash all around in his headquarters. Being on the twenty-second level, it probably looked like a bomb threat to any onlookers outside.

At first, Ben thought that it was the typical _intruder_ warning, but then he counted the ones that were lit. His alarm system was based on a certain number of flashing lights for particular alerts. The amount that were lit were definitely not describing a break-in.

Quickly, Ben went over to his mainframe that was on the other side of his top room and he scanned the screen for the alerts legend.

"Eleven...eleven lights..." he said aloud in a rush. Instantly as he said that, he found what the lights represented.

"Emergency transmission? I don't-" then his mind snapped and he remembered the person - the only person - who he had given an emergency frequency number.

Ever since Gwendolyn had told him that she would be all around the galaxies dealing with aliens who were harming people, Ben had gotten nervous and worried. He never wanted to admit that she was the only one who got the frequency code. Gwendolyn believed that he had given it to a few other people as well. She was wrong.

Sweat started to build up in the man's hands. _She __would __never__...__never __call __on __this __number__._ He tried to convince himself that it might have been an accident. Because whatever trouble Gwendolyn was in, it had to be bad - as she typically doesn't call for help. Especially not from Ben.

He tapped a receiver button on the steel computer board and watched as the large screen teemed with the life of a rough transmission.

The image of an orange-haired woman appeared on screen. She was struggling with the ship's controls and by the movement of the terrain outside her windows, Ben could see that she was spinning in sickening circles.

"Ben!" she cried out, hoping her voice would make it through to the mic in the midst of all the ship's alarms. "It didn't work...the alien, it was just so much stronger. It...I-it got my thruster and I can't..." a tear came down from her left eye - tainting the pureness of the green in it. "I'm not going to be able to make it home, and I don't think-"

Her voice was cut off and the media message ended. The last thing that Ben's eyes had witnessed was Gwendolyn's getting wide and her chest heaving upwards in a heavy breath. Almost as if...as if she was about to make impact with something.

Ben stared - open mouthed - at the scene he had just witnessed. His stomach churned with brutal and gruesome thoughts of what might of happened. Had he just witnessed his cousin die?

"No!" he cried out, in an attempt to stop his mind from thinking such bad inquiries. Not once in his life had he told her that he appreciated anything she did, or that he cared for her in any such way. If she was...killed in a crash then the only thing she would remember is how much Ben could care less about her.

The brunette man's eyes were wide as he realized the truth and the possibility of it. Quickly, he denied it all.

"No, she's alive. I know it. Gwen's a tough girl," he spoke using her pet name that he still called her. He never could get used to calling her Gwendolyn from her being "Gwen" all his childhood.

Clenching his teeth, he drastically made up his mind to go out and search for her. It was a rash decision, but it seemed like the only way he could redeem himself for being such a snob and jerk around her.

Using the computer's radio, he contacted Max - his grandfather who was still living strong.

"Grandpa, I need you to pick up the kids from school right now. They're in a bit of trouble."

Almost instantly, Ben got a response. He was glad that Max hadn't left his radio somewhere under an old component of the Rust Bucket again.

"Can do, but what's wrong? You sound a bit shaken and in a rush."

The heroine closed his eyes. Max would never allow him to just plunge out in space without making up a huge plan first. Ben never was the one to stop and think about what he might be doing, but it didn't matter to him at this point.

"I have...an errand to run. It's highly important and its priority is higher than anything right now."

"I understand," Max answered and then closed the radio channel - in case any tech-savvy people decided to listen in on the famous Ben 10,000's conversations.

Ben took a deep breath, and placed his hands on his hips. Everything was happening so fast. Gwen had been on Yvin, a rocky planet with an interesting transparent atmosphere, and that was on the other side of the Milky Way.

Luckily, thanks to Ben, scientist had been able to improve space travel tenfold. He had given them bits and pieces of alien spacecrafts until they were able to come up of something fast using the information that they had gathered. Being such a helpful person, Ben was given two Grazer X200's. They were the fastest space traveling ships available and came in a pretty metallic white. He passed one down to Gwen, and kept one for himself.

He loaded up food and cases of water into his ship. Not sure of how long the expedition would take, Ben made sure to pack as much as the ship's cooler could hold. It was about a months worth on normal standards.

During the load-up, he ran a system check on the ship. It hadn't been flown even once, but Ben had been taught how to fly it from practice runs with his cousin.

Other than a small fuel evaporation, the ship checked out OK. Space travel was one of his favorite things to do. The vacuum was so quiet and peaceful - with _usually_ no one around. He liked the fact that he could sleep with no chance of interruptions from the world's "hero needs".

Ben put his hand on the white ship and rubbed its metallic body. "I need to give you a name." he chuckled. "How about...the Millennium Falcon?" The man laughed at his Star Wars reference.

"Maybe some other time," he finally concluded and walked into the craft - seating himself in the red leather chair of the cockpit. The ship had a large circular interior - like that of his headquarters, but in miniature size. It would be comfortable, but that wasn't why he was going into space.

Looking up at the opening ceiling door as his ship was rising to the top of his headquarters, Ben stared at the sky and made an all-out, determined promise.

"I will save you, like you have done so many times for me."


	3. Chapter 3

Passing through the Earth's atmosphere was the hardest part about space travel. No other planet that Ben had been on had such a thick and stubborn protection zone.

His ship rumbled and shook as he attempted to fly through. The sky's blue color was simply a mask for its deadly effects it could have on someone or something. Each minute was like being on a thrill ride from a carnival.

When Ben left his headquarters, he felt a bit hungry. However, his stomach was no longer in the mood to take in food.

After another minute of withstanding the shakes, the Grazer X200 pulled through and plunged into the night of space without so much as a single tear or loss of component.

Everything was beautiful. The white stars shone brightly, large-colored celestial dust caused the blackness to gain shades of reds, greens, and blues.

Ben's eyes were being fed a delicious candy as he stared out into the endless span of time. Unfortunately, time was just something that wasn't given to him freely. He was definitely pressed for it. Gwen was in danger on the other side of the galaxy and he was compelled to save her - and at the worst...find her.

Ben entered the coordinates of the solar system Gwendolyn was last heard from and allowed the ship to fly itself there. Quickly, the computer spat out a time frame of which he would arrive. It read between two and four days. Not bad for going halfway across a galaxy.

Getting up from his seat, he walked about the ship's interior. It was all brightly-colored in a white hue, but still quite large for a ship made for speed. And luxury.

The Grazer X200 was designed to be fast, of course, but it was also designed to be luxurious and comfortable.

"Probably why it's so spacious...I wonder what else this thing has to offer," Ben ventured to ask himself. Spying a comfortable looking red bed mattress against the far wall of the ship - next to a big window - he moved over towards it hoping to gain a bit of honest rest.

"No bad guys to fight, no people to help, just me and my relaxing ship. For now," he said while flopping over the soft bed.

Closing his eyes, Ben had hoped to drift off into an uninterrupted sleep, with nothing or no one to bother him. However, just as his eyes closed, a metallic clanking noise became audible right beside his ear - followed by what felt like cold fingers grab his shoulders.

Ben stood up with sudden surprise and looked at the spot he had just been lying on. There, coming out from the sides of the bed, where skinny robotic hands. But as soon as he stood, they retracted back into a compartment underneath the mattress.

"Maybe too luxurious..." he said to himself while thinking of a way to disable them. Walking towards a large window which relieved a great view of space and it's inanimate inhabitants, and dismissing his chance of rest, Ben couldn't help but wonder. "Did Grandpa ever get Kenny and Devlin?"

* * *

"You two know you can't keep doing things like getting expelled from school." Max called to the back of his chrome-interior RV.

Kenny and Devlin sat on Ben and Gwen's old bunk beds from thirty years ago. They were comfortable with their legs on the walls and hanging off of the mattresses.

"Oh, and why not?" Kenny asked, trying not to sound sarcastic.

"Because your father needs your cooperation. He doesn't have time to worry about all the things you do wrong in school."

"He doesn't ever seem to have time for anything but himself."

Devlin heard this and jumped in. "Come on Kenny, it's not that bad. We live in an awesome tower thing and you've got the Omnitrix. Besides, your dad was nice enough to let me join your family. I like him."

Max listened to what they both had said. Kenny didn't seem to be having the time of his life - not anymore at least. Ben used to play with the kids and take them on adventures whenever he was called to help somewhere. Over time he grew more distant, and started to only provide what their bodies needed. Food, water, and shelter. It wasn't very father-like.

"I know your dad hasn't had time to be with you guys lately, but he is a very busy man," Max offered, in an attempt to heal a spreading wound.

"Too busy for his only two kids? Whatever, I don't need him."

_He__'__s __definitely __Ben__'__s __son__,_ Max thought and chuckled silently.

"Anyways," Devlin began, "it's not our fault we got expelled."

"Oh?" Max queried.

"The teacher wouldn't let Kenny use the Omnitrix to go get some lunch from that Asian restaurant that's right outside the school. I mean, the school lunches really reek."

"Still, that doesn't give you an excuse to do it anyways."

The conversation took a dive and the Rust Bucket became quite silent. Kenny and Devlin decided to just lie on the beds and wait until they got back home. Being expelled did have its perks. No more school.

The custom-designed RV hovered over the headquarter's landing pad and finally landed smoothly. Quickly, the two passengers held up inside burst out and ran into their home - glad to be back into a state of freedom.

Max climbed out and followed his two great-grandchildren inside, but instead of going to the lower levels he decided to head up to the tower top.

The headquarters was made from a reddish brown metal that was quite think and didn't make too loud of a clinging noise when he stepped on it. The whole architecture was quite a marvellous beauty.

As soon as Max entered the top level, he began to look around for anything clue of where Ben might have gone. Everything was neatly arranged and untouched - which was odd because Ben would typically drag things out and not put them up. Gwendolyn was usually the person who cleaned up after him - keeping the tower nice and shiny.

The elderly man walked up to a couch that sat in the middle of the circular room and noticed a green blanket thrown across it.

"Watching TV?" Max questioned aloud.

From the corner of his eye, he spotted something open on the mainframe computer. It had the words "Emergency Transmission Received" flashing on the screen.

Suddenly, the older man's mind snapped its complete focus to finding out what the transmission was. Without so much as ten seconds passing, Max was at the computer toying with the controls in order to open the transmission.

The monitor stopped flashing the three words and started to play a low-quality media file. His eyes grew wide with sickness as he watched the events play out. The video caused his mind to swirl with possibilities.

Hoping that Ben hadn't gone out in search for her without taking in the full fact of the possible dangers, Max rushed to the room where the man's space ship had been sitting for nearly five years. As soon as the metallic sliding door flew open a startling revelation made itself known to the white-haired man.

"No..." he said breathlessly.

* * *

Gwendolyn's body felt ache and numb. She couldn't feel a single part of her - not even the blinking of her own eyes were known to her nervous system. Blood fell from different parts of her head and stung wounds that were even lower on her body.

Surrounded by heated fire, the orange-haired woman looked down at her leg, which was the only part of her that anything could be felt. However, it was what she felt that startled her. Pain.

Her green eyes finally met the source of her dreadful pain. A large shard of her now-destroyed ship had impaled her calf and it was causing blood to clot right before reaching her ankle.

Gwendolyn winced in agony at every movement she tried to make. Her back was probably broken from the crash. Memories flew in and out of her mind which only caused her to cry - which also hurt to do. The salt in her innocent tears brought stings to each wound that lie down her once-flawless cheeks.

To make matters even worse, something big was coming her way. It was intimidating to look at it even though it was merely a silhouette of what could be arriving. The thunderous footsteps rumbled each white, metallic shard that sat around her crash site.

Gwendolyn eyed the incoming beast, but couldn't stand the fact that this could be her last moment alive - and it was the worst moment she had ever been in. Did he even get her message? Did he even care?


	4. Chapter 4

What was Ben thinking? What caused him to think that going out, into deep space, without any knowledge of the galaxy, was a good idea?

Max's mind was racing. Now two of his grandchildren were throwing their lives into the hands of the unforgiving workings of space. He had watched them grow up together, and he didn't plan on learning that they would die together.

"W-what...what happened to aunt Gwendolyn?" Kenny's voice came from the main tower room. With his eyes wide, Max rushed back into the circular room only to find two children standing next to the transmission receiver.

"Grandpa? What's going on, and where's my dad?" he asked pleadingly.

_Oh __I __had __hoped __they __wouldn__'__t __find __out__. _He sobbed in his mind. Being intelligent enough to know lying wasn't a decent option, he decided that the truth was the best defense available.

"Your father got a message that your aunt was in...really big trouble. I don't know why, or even what he was thinking, but he decided to go after her."

"Of course he did, he's a hero," Devlin commented.

"You don't understand," Max continued, "Ben isn't familiar with the dangers of space and travelling through solar systems. He's like a rabbit running through a hunting ground."

"Is he going to be alright?" Kenny continued with his questions - looking at Max with a fearful gaze. He had lost his mother, and losing his father would break him.

"I'm not sure..." was the only honest answer the white-haired plumber could give. There was no extra space shuttle or ship they could use to go after him. Even so, the Grazer X200 was much too fast for any other human-made ship to follow - let alone catch up with.

"There has to be something. We can't just sit around and wait to hear some bad news." Devlin remarked with determination.

At first, Max could think of absolutely nothing that could be helpful in such a situation; however, he began to nod with agreement as an idea flew into his head.

"I think I might know someone who can help."

"Who?" The two boys squeaked together.

A smile spread across the aged face of Maxwell Tennyson. "Boys, has your father ever told you about a man named Tetrax?"

* * *

Ben felt quite rejuvenated after getting a few hours of peaceful sleep. He had figured out how to turn off the automatic massage hands by simply ripping them out of their compartments. It wasn't very quaint, but at least it was permanent.

Upon waking up he learned that he was now in the Ulvages system, much closer to the last place Gwendolyn had last sent a message than he had hoped. Everything so far had been smooth - he even found time to sit down and snack on a few egg rolls from the food storage.

Even with all of his luxuries and silence, Ben was not able to relax completely. A burning sensation melted his mind into despair. Knowing that Gwen might be seriously hurt - and alone - or even worse, killed his heart.

Never once had he wanted to admit it, but he cared about Gwendolyn more than anyone in the world. The only other person who even met the care level of Gwen to him was his own paternal son, Kenny.

They both were completely priceless to him. However, he hated himself for the way he neglected Kenny and the way he treats Gwen. It seems that, whenever he cares for someone - with all honesty - Ben isn't able to express it successfully.

And the hardest part of it all is how he really feels about Gwen. He loves her more than just some cousin in his family. Falling for her beauty and attitude when he was only ten years old, he has wanted to stand next to her constantly. His dreams are clouded by her face and angelic voice. But he knew it just couldn't be. So many problems would spring up from such uncontrollable platonic feelings. At the very least, he could watch over her - and always make sure she would be safe.

Suddenly, the ship collided with a large piece of space debris - shaking the white interior with such force that some of the panels on the controls flew off. Ben blinked a few times before actually believe what was happening. He was heading into a nest of asteroids.

Running across the ship, almost falling on several occasions, he looked out the large dual window that was placed in the front of the cockpit. Enormous brown rocks flew freely in a spiraling direction. By instinct, the young hero hopped into the leather pilot's seat and began to slap at controls. He knew how to fly, but Ben had never flown through an asteroid field.

Every minute was disambiguated with the rumbling over space rock smashing into the metallic ship. The clinging noise bounced off the ship and caused ear-piercing sounds to drive themselves into Ben's mind. Loud noises plus stressful adrenaline caused him to completely lose control of the ship. He tried again and again to fly in a different direction, but was met with more and more floating anomalies.

"This is renowned hero Ben 10,000, I am in need of emergency aid. My ship has-" he stopped speaking into the radio piece when he realized that the entire system was sparking with malfunctioning responses. An asteroid must have crushed the transmission chip that was attached to the top of the Grazer.

Completely stopping his futile attempts to tame the ship, Ben stared out directly in front of him. Right before his ship, just a few miles ahead, was a large brown rock the size of the Earth's moon. It was heading in his direction.

"Attention. Direct collision detected. It is advised that all passengers evacuate the Grazer X200." a computer voice rang through the intercoms.

Jumping up from his seat, Ben furiously looked around for a space suit. He knew the ship had one, because when Gwen had been instructing how to fly, she also explained all the emergency equipment to him. Oh how he wished he would have listened more.

Going through different chests and cabinets he looked hopelessly in places that were either too large or too small. In just minutes, the computer voice came on again and began to speak with a stale tone.

"Impact in 10, 9, 8..." the countdown had started.

Knowing not what else to do, Ben abandoned his attempts at looking for a spacesuit and hoped that he could remember which monsters of his - that were available to him at the time - could survive in the depths of space.

"4,3,2..."

Under the intense pressure, he wasn't able to think.

"Big chill, no...Ghostfreak, no..." his mind raced as he tried, but failed, to think of an alien. Having ten-thousand choices meant he had to remember the best environment each one had. And since he never really battled in space, Ben could not think of one that would suit his needs.

"1,0..."

The ship then collided, mercilessly, into the moon-like rock.


	5. Chapter 5

"Whoa, Tetrax dude, this ship is amazing!" Devlin commented as his eyes wandered from corner to corner of the tetramand's ship. He, Max, and Kenny had just entered the cargo bay of the space shuttle and were now making their way into the command center.

"So, Max, who are these two little ones? Don't tell me they're more grand kids of yours." The large, and green, diamond-covered alien spoke with friendly interest.

Max chuckled. "No they're my great grandchildren."

Tetrax's eyes shot open for a moment. "Great?" he exclaimed, "Are they...Ben's?"

The older man nodded in response.

"I have been gone a while..."

"Now I suppose you want to know exactly why I called you out here."

"You specified that it was an emergency, and I am more than happy to help. Although, yes, specifics would be nice," the large tetramand's voice was that of a noble hero. It was deep, but determined to follow through witch every word it spoke.

"Ben and Gwendolyn, they've gotten into some trouble. And their lives could be at risk - if not already."

Tetrax held is hand up in order to stop anything else Max would say. "I don't need to know anymore, as I understand what we have to do. How or why they are in danger is not important."

Max nodded with reassurance. It wasn't every day someone could find such an honorable friend - who would move their agenda over for yet another friend's life.

"Hey Kenny! Check this out." Devlin said as he raced ahead of the two adults and into a small room with many advanced projectors on each wall.

"Wow, what do you think it is?" The son of Ben Tennyson asked as he eyed the quaint room.

Tetrax simply smiled at their ignorance. "It's my training room. It can recreate thousands of obstacles in hundreds of environments. I suppose, since I let Ben use it, you two are welcomed to try it anytime."

"Sweet" they called out in unison and gave each other a high-five.

Leaving the two younger kids to play in the training room, Max and Tetrax entered a much larger room with more free space. it was plated in a navy blue metal with hundreds of controls plastered all over computers and panels. A large circular window ran across the entire front, and gave an amazing view of the city they were docked at.

Max spied another friendly face in the round pilot's chair. The only person who could pilot the ship. "Gluto!" he said loudly so his voice would carry to the end of the room.

The Protost alien responded in an unfamiliar language and tone, but it sounded excited as the large red blob waved one of its jelly-like tentacles.

Wasting no time in preparing the ship to leave and head out in search of Ben, Tetrax asked for a few informative pieces. "Max, what serial frequency does Ben's ship broadcast at. And what planet was he heading to?"

No one had ever used serial frequencies in a long while. It was all done by mass relays of satellites. However, Max had remembered both Gwendolyn and Ben's serials in case he ever needed to contact them.

"His serial is GXZ298. I'm not too sure what planet he was going towards either. Ben is usually the only one Gwendolyn tells about her location when she's in space."

"No need, I can find the location where the number was last successfully registered at. Right now I have confirmed that it is correct and belongs to a Grazer X200 ship, however it is no longer broadcasting."

For a moment, Max's heart skipped a beat. "Does that mean..."

"I'm not sure. We don't know anything yet." Tetrax stated, realizing what he had said could cause a bit of panic.

After manipulating with a few more controls on a large, orange holographic screen, the diamond-made alien finally concluded there was no other decision to be made.

"We'll follow the coordinates of the last signal. From there, we'll search around for any clues as to Ben's location."

Tetrax felt a pain of guilt rise in his unbreakable body. He had decided not to tell Max about the surrounding area of the signal, as it was in the middle of an asteroid belt.

Over hearing the conversation, Gluto ignited the ship's dual engines and soon brought the ship into the air. Passing through the Earth's atmosphere like it was a thin lining of paper, the shuttle was instantly dashing through deep space in the direction of the designated location.

* * *

Ben opened his eyes only to see that he was lying on a couch in his parents house - from thirty years ago. Confused, he shot up and looked around. Everything was colorless, and covered in different hues of gray. Where was he?

Turning sideways, Ben allowed his legs to carry him upward until he was standing. The house was quiet, but he could hear talking in the kitchen. Firm and strict talking.

Curious, he walked down the hallway beside a staircase until he was standing in the doorway which lead into a kitchen. What he saw made his mind flip.

Sitting at a dinner table were his parents Carl and Sandra, as well as ten-year-old Ben Tennyson. The two adults were giving the young boy a lecture on keeping his room clean. Sitting with his arms crossed, the adolescent version of Ben continued to give witty retorts about superheros not needing to clean their rooms.

Suddenly, the whole scene began to get cloudy with a black mist, and the face of Vilgax - with glowing read eyes - appeared right before him. Startled by the mystifying image, Ben fell backwards and pushed himself away from the door. The dry and hoarse laughs of the squid-like monster danced in the gray house.

Ben got up and began to run back towards the living room and the staircase. He entered the room and took a moment to spy out the large glass window next to the front door. It was completely black out - with a view of absolutely nothing.

Still hearing the sinister laughs, Ben dashed up the stairs and spotted yet another phenomenon. The bathroom door upstairs was closed, but there was a light emitting from underneath it. Hoping that it was a way out of his increasingly insane nightmare, Ben ran up to the bathroom and opened the door - without knocking.

The room flooded the house with color and light - making the outdoors visible once more with a bright and shining sun. However, standing in the bathroom - brushing her silk-like hair - was the one person Ben feared the most. The one person who he had constantly failed in identifying himself to. The single person who was always eating at his mind - causing his feelings to be thrown into a whirlpool of mixtures.

Gwen Tennyson.

Taking multiple steps backwards, Ben fell down the stairs and continued to fall - right through the solid ground. Everything began to go dark until he once again closed his eyes.


	6. Chapter 6

"Tetrax!" Max shouted and pointed outside the large window of the command center.

"I know, I'll send a pod out!" he said urgently. Pressing a few buttons on technological wrist watch, a small buzzing sound came from the ship.

Soon, the three adults in the command bay of the ship watched as a circular pod navigated its way to the floating body of Ben Tennyson.

"Oh please...please...be alright," Max pleaded with odds - although he knew it was imposible for anyone to survive in outer space without protection.

The spherical craft used mechanical pinches to take hold of the man's lifeless body in the void of space and load it into itself. Tetrax punched in a few more coordinates in his watch and shouted a command.

"Come on, let's head down to the medical bay."

Max nodded and followed the tetramand back down the ship hallway. There they hopped into an elevator, but before the doors closed a small hand stuck itself in the way - causing them to open up again. There were only two other people with human hands aboard.

"Kenny, why don't you and Devlin go back to the training room?" Max asked, not wanting them to see what could possibly be the body of their father.

"Nah, it's boring over there. I'm coming with you guys." Kenny said as he and Devlin moved into the elevator with the two original passengers.

"It would be best if-" the white-haired man started but stopped when a cold, rock-like, hand landed on his shoulder. Max turned and looked up at Tetrax, who was shaking his head. He was signalling that they should be shown the truth.

Max swallowed hard and turned back around in agreement. The elevator doors then slided shut and the four could feel the odd sensation of moving downwards.

The elevator was simple and covered in a dark blue metal - similar that of the command bay. It was slick and highly reflective, as well as a bit uncomfortable.

Soon though, the movement of the large box stopped and the metal doors swung, once again, open - leading out to a room with much hardware. Everything looked like it belonged in a hospital. There were enormous screening lasers, something that reminded the humans of a C.A.T. scanner, and quite a few other pieces that were obviously medical supplies.

Docked at a pod station, the same spherical space craft that had loaded Ben's body into itself was sitting tightly in a port. Max looked away as Tetrax walked towards it - planning on retrieving the body for examination.

"Grandpa...what's going on. Why are we in some hospital room?" Kenny asked innocently and confused.

Not answering, Max continued to face a different direction and pretended to occupy himself with the many gadgets hanging on the walls.

Tetrax removed the pod's capsule cover and stared hopelessly at a blue-skinned man. It was definitely Ben, as he wore the same style of clothes - white T-shirt with black outline on the collar and a black stripe down the middle. The diamond-made man sighed and lifted the body of his long time friend.

Devlin spotted what was in Tetrax's arms and tapped Kenny on his shoulder. "Dude...look."

Kenny spun around and allowed his gaze to meet with the horrible scene that Devlin had been glued to. His father, now completely lifeless, lay in the arms of a weird machine. Tetrax had placed him down in order to inspect his body.

"Dad..." he barely managed to breathe the words from his mouth.

Running up to his father's side, he took hold of Ben's hand. It was cold, and frozen as ice.

"Careful!" Tetrax shouted, which caused Kenny to jump back. "He could have high amounts of solar radiation."

"But..."

"No buts. I don't need someone else getting hurt around here too." The tetramand's voice was cold as steel - feeling no emotion. It was bad enough to know that one of his friends could be dead, but seeing it was completely different.

"Is...can you...do anything?" Devlin asked, tears forming in his eyes. He never thought that he would care about "Mr. Tennyson", his pseudo father. But all the times that he could have been sent to the null void, he wasn't. Ben had understood his actions enough to let him go - as he would always say that he was like him when he was a kid. To Devlin, Ben was just another adult who wanted to restrain him. That was until Kevin had shown back up.

Devlin had helped his paternal father, Kevin, escape from the null void. However, Kevin had tricked him into thinking they would simply be a normal father and son companionship. He had even struck him.

Even though he did a horrible deed, Ben and Max both agreed that he could live with them. Ben had taken him under his own wing, and cared for him. Both him and Gwendolyn were like parents - who actually cared about their kids. Gwendolyn had been a bit skeptic about taking in Kevin's son, but she eventually came to terms with it. But now...his father, the real father he had wanted in all his childhood, might be ripped away from him.

To make matters even worse, Kenny was completely devastated. The young boy's lips trembled with uncontrollable emotion. Aunt Gwendolyn, and now his father? His father who he had said horrible things about, and said that he wouldn't need?

The brunette boy was in complete shame for what he had said and all of the juvenile acts that he had performed in his presence.

Tetrax stared at the broken children, feeling completely for their loss. "I think it would be best if you three went back to the upper deck. I will finish up things here."

Max, who had not looked once at his grandson's body, took both of his last lifelines by the hand and pulled them back towards the elevator. The shaft doors closed and Tetrax could hear the mechanical noise of the box rising back upwards.

He now turned his complete focus to his fallen comrade, and friend. "Computer," he shouted aloud, "run bodily diagnostics and health check on subject B."

In minutes the computer had returned results on a computer monitor right next tot he tetramand. Ben's veins had been crushed under the vacuum's air-pulling pressure and his lungs had also collapsed; however, his other organs were basically unharmed.

Tetrax grabbed a probe and a micro tube which injected oxygen extract as well as a nitrogen supplement. Sighing heavily, he began to cut slits in different locations of Ben's body and inject different chemicals into his unmoving bloodstream. It would take hours to complete it in the correct sense.

No one on Earth could perform such a task because of the lack of medical equipment, but being a mercenary, Tetrax had acquired different pieces of medical supplies as well as a high amount of procedural knowledge.

The whole time he was performing the injections, a monitor kept watch on his heartbeat as a mechanical pressure plate attempting to perform pseudo CPR on the body. Small heat probes also began warming parts of his body in order to return his temperature to normal.

After finishing the passive injections, he began to send a virus throughout Ben's dead bloodstream. They would attach themselves to every single one of his blood cells and attempt to inflate them, as they had all cringed up and collapsed.

This resurrection process had been tried hundreds of times, and had never once succeeded. Even though Tetrax was sure it wouldn't work, he would at least try. It was the best help he could offer now.


	7. Chapter 7

Gwendolyn lay hopeless on the rocky surface in a brown cave. She had crawled away from danger in the midst of the fog that covered the planet. For now, she was safe - but not for much longer.

In a large sum of pain, she had removed the ship shard from her calf and ripped part of her sleeve off to use as a bandage. It was a rough way to perform a medical procedure, but at least she was alive. However, every move she had made in crawling - and every move she still makes - is followed by pain of unmeasurable amounts. Her back was still broken, and there was nothing she could do about it.

Lying alone, in despair, in a dark cave waiting for the bashing to stop. The bashing was being caused by the large dragon-kin alien trying to break its way into the cave. Every hit would cause small pebbles to fall from the cave ceiling and walls. Sometimes they would tumbled down onto Gwendolyn's head.

She cried every night, wishing that someone would come to her aid. Nobody did. Only one thing kept her going, and that was the hope that Ben had gotten her message. Why wasn't he there? Why hadn't he come in with the Omnitrix and saved her, and told her for the thousandth time that everything would be okay? Like he had done almost every day that very first summer that she spent with him.

Now, all she wanted to do was drift off in an eternal sleep. No one would come to her rescue, and she was sure that nobody even knew she was in danger. Ben wouldn't be there to save her this time. Not anymore. Never again.

His face, his figure, still appeared in her head. His smiling, and careless, attitude appealed to her in such a dire situation where all that was around her was sadness.

Another smash against the cave entranced caused her mind to spin. It had been several days - without food or water - and the monster still hadn't given up. Her powers were useless without energy to feed them. Her life was dwindling down to its last few ounces.

But something kept her alive. A rivalry which dated back thirty years ago. Ever since that day Zombozo had stolen everyone's happiness, except for Ben's, and he still saved each person on his own, Gwen had learned to never give up. Ben had been alone, by himself, and he was still able to pull through.

No way was she going to just lay down and be beaten because she didn't try her hardest. Using the cave wall to pull herself up, Gwendolyn stood in a hunched stance - blood coming out of her nose and face wounds. Her back twisted in gruesome formations, but she had been in pain for days. No longer could she feel anything.

Smiling deviously, she look at the cave entrance and locked eyes with the enormous monster. The golden eyes of the alien stared into her green ones - battling each other in order strike fear. It was no use. Gwendolyn had been hanging onto life by a thread, and had witnessed the pains of fear and battle.

"Alright beastie, you wanna play?" she said, wincing at every word. Her hands began to glow with a faint blue aura as she drew the last of her energy. It was tiring, but she wouldn't be remembered as the girl who cowered in a cave and didn't even try to stand up.

Her green eyes glistened in the bleak light from the cave entrance. She began to walk towards certain death, knowing that she was much to weak to last even a minute. Her heart beat mercilessly against her chest as she moved inch by inch to the openening, making her ribs ache even more than they had been early.

The dragon monster screeched in delight as the prey it had stalked for days was coming towards it. Nothing could stop it now from getting exactly what it wanted, or so the alien had thought.

Suddenly, the sounds of two heavy engines were heard emitting from the atmosphere. The noise was enough to grab Gwendolyn's attention and stop her from walking any further.

"No way..." she managed to say and saw a large, and strangely familiar, shuttle ship land a couple miles away from the cave.

Instantly, the dragon-kin swapped its simplistic attention from her to its new prey. The ship would be easier to attack and destroy rather than trying to break into a cave. However, instead of meeting with a defenseless space ship, the alien met head to head with a crystal shard.

The green shard didn't phase the skin of the monster, but it was enough to make it mad. Tetrax jumped out of the grounded ship and began to battle with the large monster. Seeing anyone was enough to make the wounded Gwendolyn smile.

The green-diamond tetramand dodged and rolled in different directions, making sure not to be struck by the thick talons of the monster. From the corner of his eye, Tetrax spotted someone in the barren cave, standing drowsily at its entrance. He recognized the bright orange hair and quickly radioed Max before dodging yet another possible impact.

"She's in the cave just ahead. I'll keep this one busy, you get her."

Max, who was suited up in an armored jumpsuit and equipped with a photon cannon, heard the radio message and sighed with relief. She was alive, and that was all that mattered right then.

Quickly, he exited the ship from the back of the cargo bay and unexpectedly stopped to take a look at the planet. It was all flat, with a few rock formations jutting from the ground - like the desert. Everything was dry and brown and dusty, no color other than brown.

He then turned to face the cave Tetrax had been speaking of, Max could make out a person in the cave with bright orange hair. He couldn't help but let a tear fall from his eye.

"At least I didn't lose you too," he said and then began to run to the cave. Taking a route that went around the battle with the dragon-kin, Max was on a straight path to the cave.

Gwendolyn watched as the events before her played out so quickly. It was all unexpected. She smiled as a familiar face was heading towards her. It was her grandfather, Max. Does that mean Ben got her message?

In a matter of minutes, Maxwell Tennyson had made it to the cave entrance. There he began to pant from the long run, but knew his health wasn't in question. He lifted his head and examined Gwen, when he saw her figure his jaw dropped. She was a complete wreck. Blood ran down each one of arms and both of cheeks. Her eyes had formed dark circles around them and her skin was paler than any vampire in old horror films.

"Gwendolyn...my god..." he managed to say.

She could only smile, as it was all she could really do. Her mouth wasn't able to move much anymore.

Without any warning, she toppled over, but Max moved to catch her.

"Don't worry. I'm going to get us-"

A loud crashing noise was made as Tetrax flew into the cave and was slammed against the wall. The tetramand was now unconscious and out for the count - while the dragon monster once again triumphed over yet another challenger.

"Uh oh..." Max said, witnessing the worst possible scenario. Gwendolyn, who was resting in her grandfather's grasp, sighed. So close yet so far.

"W-where... is Ben?" she managed to say in a hoarse voice. Why wasn't he there helping them?

The elderly man's face changed from worry to sickness. He closed his eyes and took a deep breath. Was this the right time to explain such a horrible outcome?

"What's wrong?" Gwendolyn pressed him with her words once again. Ben should be helping them escape from the planet, from the cave. If he got her message, then where was he? Did he send Max out to get her because he didn't want to do it himself? The thoughts caused the orange-haired woman to become angry. He hadn't come, and was probably at his headquarters enjoying a day off.

For the third time that day, a miracle made itself known. Kenny appeared as XLR8 and began to dash around the cave entrance - attracting the attention of the dragon-kin. Every couple of seconds he would throw a series of kicks at its head or tail.

"Kenny!" Max called out in surprise and anger. He had told him to stay in the ship.

"They're both safe!" XLR8 called back and continued to distract the monster.

Tetrax heard the three words come from the speed creature. He smiled and let out a tired chuckle as he lie barely conscious against the rocky cave wall.

"It worked."


	8. Chapter 8

"Worked? What worked? Tetrax, what are you talking about?" Max questioned while keeping Gwendolyn steady in his plump arms.

The diamond creature sat against a wall with a faded smile on his crystalline face. "That wasn't Kenny. It was Ben."

"No it wasn't. I saw my grandson lifelessly lying in your medical bay. Don't lie to me!"

Gwendolyn easily heard Max's exclamation. "Lifeless...dead? W-what happened?"

Max was now breathing heavily. Tetrax had never once lied to them, so why would he start now of all times? But the fact that he could have brought Ben back to life was amazing, if it were true. He wanted to believe that the XLR8 they saw was Ben, but how impossible could that be? Nobody had ever survived in space long enough to be helped.

But nobody had ever learned to use the Omnitrix better than he had. No one had ever learned to mature in the way he had. Maybe it was him?

Getting off the ground, and making glassy noises like a moving chandelier, Tetrax stood up in his full eight-foot height. He was quite intimidating, being made of fine-sharp crystal and all.

"I'm going to give him a hand. You two stay here where it's safe. We should be able to handle this in a matter of moments." He then reformed a few of his missing body parts and readied sharp crystal shards at the ends of his arms. Finally, he rushed out of the cave in hopes of defeating the dragon-kin.

The two who were left in the cave watched outwards with amazement. The humongous monster outside was confused as well as in pain. Tetrax would simply stab it a few times and fire a few shards, while XLR8 continuously drew its attention in multiple directions. The beast had no chance.

"Grandpa...what did you mean when you said you saw Ben lifeless?" she asked, looking into his aged eyes with a waning stare.

Max sighed. He knew that they would be in the cave for a few minutes, and that Gwendolyn would continuously question him if he didn't give an answer. On that note, he decided that it would be best to explain the truth - and input what Tetrax had told him.

Sitting down, he brought Gwendolyn safely with him and allowed her to lie on the cave wall. They sat with their legs out in front of them. Max couldn't believe the state in which his granddaughter had been stuck here in. If anything, he felt guilty himself for not knowing she was in danger.

"Ben had...received your emergency transmission message and responded almost as soon as he got it."

So he had gotten it, Gwen thought to herself. She was glad that he hadn't ignored it, and that he was ready for action as soon as it came through. He did care.

"But something happened. On his way to this planet, Yvin, Ben had navigated into an asteroid field. I don't know why, and I don't know how, but his ship had collided with one of the space rocks. It wasn't pretty."

"Wait...he made it out alive right? He turned into his Transylvian alien and waited in space for you guys. Right?" Now it was her turn to feel guilty. She had been so selfishly worried about her own safety that she never thought about what might happen to Ben if he had came after her. Which he did.

Max's head moved around. He was about to tell a part that might not be true, and if it was a lie then it might crush Gwendolyn's heart. What if Tetrax had lied? What if XLR8 had heard him wrong and thought he meant Gluto and Devlin?

Sighing heavily, he continued. "We found Ben's body with absolutely no signs of life."

Even though she was sure she had seen him just moments ago, a hiccup-filled breath rose in her throat.

"He wasn't breathing, he was frozen as ice, and his heart had stopped beating entirely. Not even a single twitch. I don't know the full details. There was no way I could have stayed in that room."

Thinking that her grandfather had abandoned him, she questioned defensively. "Well who did?"

"Tetrax," was his simple and plain answer. "We left him alone in the room to perform tests and medical analysis."

Now was for the big fact or fiction. Was Ben alive or not?

"When Tetrax came back up to the ship's command center, he wasn't with Ben and his head was down. We all feared the worst, but he had told us to focus on finding you and that his virus would finish the rest."

"So did it work?" her eyes lit up slightly, but dimmed back down as parts of her body got their feelings back.

"It would seem so, and I hope it did. I don't know what he did, but whatever it was must have worked."

Before anyone could ponder anymore thoughts, a thunderous noise came from outside the cave. Max and Gwendolyn tried to see what had happened but couldn't see anything. Everything was hazy from a sudden dust cloud that had formed over the battle. The noise had sent quakes around the ground and caused a few small pebbles to shiver slightly.

"What was that..." Max wondered aloud as he squinted his eyes to stare into the field of dust.

Soon, the haze began to dissipate and visibility returned to "almost normal". Standing with one foot atop the fallen dragon beast was XLR8, and walking towards the cave was a flawless Tetrax. They had done it. They had defeated the monster.

It lie on the ground with large shards of diamond in its eyes, a gruesome defeat, but completely necessary for their own safety.

Beating Tetrax to the cave, XLR8 dashed as fast as lightning into the interior with them. The only way anyone could follow him was if they carefully watched the direction he came in. Black and blue streaks could be seen like a long trail.

"I'll take her to the ship, you guys can make it back on your own right?" The speed alien said in a sharp and metallic voice.

"Yes, but I need to know something." Max hesitated to ask. "Who are you?"

XLR8's stare focused randomly on different parts of the cave - almost as if he was hiding a secret and didn't want anyone to find out.

Without answering his question, XLR8 continued to speak in a strict tone. "There's no time, meet me back at the ship - we have to get Gwen help."

He then took the injured woman into his thin arms and, in seconds, ran back to the ship and up into the cargo bay.

Max watched as his answer had been taken and hidden from him. It's not Ben, he thought glumly in his mind.

Tetrax entered the cave with max and assessed the situation. "Good, he got her to safety. Now lets head that way too and get off this planet. It's starting to get to me."

The mentally wounded Max nodded dryly and followed the tetramand back to the large space shuttle just two miles out.

XLR8 had entered the ship and wasted no time in heading to the elevator up near the command center. The ship was all too familiar to him, and he knew exactly where everything was at. Afterall, he had spent days on the ship already.

Once in the elevator he transformed from XLR8 back into his human form. Gwendolyn could thoroughly hear the sound of the Omnitrix transformation and looked into the alien-green eyes of a man. A man who had risked his life, and had been to hell in back, for her.

"Ben..." she said tiredly, but happily. He smiled back at her, the one facial expression she missed so much from him.

"Don't worry about speaking right now. We'll have plenty of time to talk later. Just remember that your safe now and you can rest."

She did feel safer, and more secure. His strong arms were tightly placed around her back and legs as he carried her in a cradling fashion. She felt invincible with him right beside her.

Soon the doors of the elevator slid open and Ben walked into a medical room. He vaguely looked at the spot where he had awoken. His body had felt cold and numb, and it took a moment for him to realize where he was. But his mind had always remembered things by seeing them, and he remembered this place as Tetrax's medical bay.

He walked over to the far side of the room and up onto a small platform that overlooked a rejuvenation tank full of green liquid. It was odorless, but he recognized it as a numbing chemical which would speed up physical healing processes.

"Now listen, this might feel a bit cold but I promise you will feel much better."

Before Ben could slide her into the tank, Gwen stopped him. "Wait," she said softly.

"What is it?"

"The bandage, on my leg. It needs to be taken off."

Staring at her for a brief second in order to formulate her words together, Ben nodded and set her down on a near by patient table. He then switched his gaze to her left leg, which had a cotton wrapping around it. He assumed it was part of her sleeve because it was the same color, and the fact that her shirt sleeve had been torn off.

Hesitating to remove the tourniquet, Ben's rough hands placed themselves over the covered wound.

"Gwen, I don't know if-"

"Don't worry about it. It should be fine now, but maybe just a bit tender."

Reassured slightly by what she had said, Ben moved the flaps of the bandage away from her leg. He was definitely no surgeon and had no medical training whatsoever.

"Maybe we should wait for Tetrax. He knows more about this than I do." Ben wasn't too confident in his medical abilities. He was afraid that he might make a wrong move and hurt her even more.

Chuckling slightly at his doubt, Gwen stared at his face. "I trust you."

Instead of continuing to dispose of the makeshift bandage, he turned his head to meet her alluring gaze. "Do you?"

"Yes," she answered back without question.

"How could you trust someone who failed to save you..." his guilt began to return. He hadn't saved her. He couldn't. Without the help of Tetrax and Max, Ben would have been lost in space - floating in the endless voice.

"Ben," Gwen started coldly, "you jumped into space - the most dangerous place anyone can imagine - to come save me. Sure, maybe you didn't make it on your own, but you proved to me...that..." her sentence died out in the end as she realized Ben had knelt down beside her face and was listening with concern and interest.

"What did I prove?" he whispered. His eyes were wide and his body trembled like an earthquake. What was she trying to tell him?

Just then the door to the elevator slid open and a young boy's voice called out. "Dad?"

Ben closed his eyes and leaned back. "We can talk later. Right now you need some rest and professional attention. When Tetrax gets back I'll ask him to take a look at you." He then stood up and turned to face his son. "Kenny! What are you doing here?" he cried out happily.

"Great Grandpa told us to come with him. We kinda...bugged him until he did." The young boy's dark skin became flushed with overwhelming joy. "B-but...you're alive!"

Ben frowned. "I am...and I'm sorry you had to see me in such a bad state." He then knelt down for the second time to get levelled with Kenny. "And I promise you will never have to see that again. I'm also sorry that...I haven't been being a good father lately. I haven't been paying much attention to you or Devlin. That's going to change from here on out." He then put his arms around his son.

Kenny's eyes filled with tears. His father, his dad, was back and with an open-arms welcome. There wasn't anything he wanted more than to be right there, tightly secure in his arms. In that instant, Kenny became the little boy he was meant to be. No arrogance, or individuality, just a boy who was happy to be with his father.

Gwendolyn watched with envy, but it wasn't scornful. Ben had realized his mistakes and promised to correct them. He had a family to be with, people who gave him unconditional love. If only he knew the love that she had for him. But she worried what might happen if she had admitted it just moments ago. Would it tear his life apart? Would it ruin his heroic image and the fondness people gave him?

Maybe, and Gwen didn't want to be the cause of ruining his life. Nobody would understand why anyone could fall for their cousin. They would probably shun Ben for having anyone in his family like that, and her as well.

Turning to the side, a tear drop raced down the side of Gwendolyn's tainted face. The one person who she felt safe and comfortable around, the one person who would give his life for hers, was blocked out by so many possibilities. It just wasn't fair.


	9. Chapter 9

The large shuttle landed on a large pad at the mid section of Ben's headquarters in Black Hills. Tetrax's ship was fast and didn't even spend more than a day in space. That's what you get when your a fearless mercenary.

"Tetrax," Ben started, holding his hand out in thanks to the tall tetramand, "thank you for everything. Without your help I would be space dust."

"Just remember that you don't have to do everything alone." He pointed to the four Tennyson family members lined up in front of them, behind Ben. "I'm glad I could help, and I will just be a call away."

Ben nodded. He truly, and finally, understood what he had. His family, and friends, were the best anyone could ask for. It wasn't until then did he really understoof what kind of support was around him. He eyed his family. Kenny, Devlin, Max, and most importantly, Gwen. They were always supporting him in any situation.

As kids, Gwen had outwardly mocked him and continuously given him a hard time, but whenever he was depressed or in trouble, she was right beside him. It was more than just being strong for each other, it was fearlessly standing up for one another.

They exchanged rough goodbyes and waved as the large metallic ship spread its wings once more and took off - leaving only the sounds of heavy jet engines.

Ben turned around once more to face his family. "Guys...I can't tell you how bad I feel for putting you all in danger."

Max stepped up and put his hand on his grandson's shoulder. "Ben, like Tetrax said, we're all here for you - because you've shown us that you would be there for us."

"Yeah Mr. Te- I mean, dad." Devlin remarked casually.

Ben looked at them all, giving his amazing family a nice run-down. However, he took a mental note of Gwendolyn - who was unwilling to face him and had her hands cupped together as she stared off to the side.

Smiling a false smiling, Ben looked down at his two sons. "How about we play a little baseball in the training room?" he offered.

The ten-year-olds' eyes lit up.

"Really?" Kenny shouted. He hadn't spent time with his father in months - if not years. Playing baseball was like receiving a priceless Christmas present.

"Sure," Ben replied before adding in additional information, "just go get a bat and some gloves and I'll meet you two down there. I just need to get something from my room."

They two adolescents nodded eagerly and raced off into the tall tower that they lived in to retrieve their equipment. Max followed them and said that he would get something ready for dinner.

"He's cooking? Oh no...Gwen, I think you might want to leave so you won't have to get food poisoning." he chuckled. Max wasn't the best chef, and his foods usually were made with exotic ingredients which smelt of rotten fish.

Gwen didn't respond at his comment, she continued to appear zoned out of reality and stare blankly off into the distance.

Ben moved over to her and gripped her arms. "Hey...is everything all right?"

The orange-haired woman sharply turned her head to face the man holding onto her. "Yeah...I'm just a little tired that's all. I should get some rest."

Ben nodded. She had been given healing stimulants and had a growth supplement injected into her leg wound. Her back had been snapped back into place flawlessly. It was amazing what technology, which was advanced by thousands of human years, could do for a person.

With a small limp, Gwendolyn headed into the large tower-like headquarters in search of her guest room - which Ben had always kept open for her. Just in case she ever needed a place to stay when she wasn't out roaming the galaxy.

As soon as Ben made it inside he headed up to the top level, where most of his radio equipment was, and radioed Ultimos - leader of the Galactic Enforcers. A few years back, they had decided to make their home on Earth and would usually handle anything Ben wouldn't - which was typically nothing.

However, he decided to tell them to take care of any incoming threats for a few days, as he was too tired for anything at that point.

"Really?" Ultimos had asked, astonished.

"Yeah, I've been having a rough week. Besides, I think you guys could use some excercise."

Saluting Ben from the monitor screen, Ultimos gladly accepted his joke as an offer. The two said a formal goodbye and Ben shut the monitor off.

Now it was time to fulfil his little agreement he had made with his kids. Ben walked into a nearby hallway and headed towards his room. Opening the slender metal door, he walked in the room. It was dark and lit only by the hall light from the open door. Having mentally remembered the placement of things from the room, he skipped turning the lights on and headed towards the right corner - where a large chest full of miscellaneous supplies were kept.

Opening the container, he felt around for an old leather glove his grandfather had given him for his fourteenth birthday. Normally, a glove wouldn't stay fit for over twenty years, but the one Max had given him was made from a special Zodiac leather. It grew in size to fit the wearer's hand and stayed slick - never to decay.

Turning to exit the room he suddenly felt as though he was being watched. Anyone could have snuck into the headquarters while he was gone and turned the alarms off undetected. After all, he hadn't gone over the system's camera records or alarm sensors since he had been back.

What confirmed his suspicion to one-hundred percent was the sound off crisp breathing when he stopped moving. Dashing for the light switch on the wall close to the entrance of his room, he flipped the rectangular lever and the medium-sized room was flooded with light and color.

"Gwen?" Ben asked in surprise as he spied his cousin sitting on his bed with her hands on her sides.

She was...crying? Between sobs she said, "I thought I told you...my name is Gwendolyn."

Ignoring her snappy remark he narrowed his eyes in sudden concern. Why was she sad? Did he say something earlier on the ship? Maybe something he did caused her to feel bad.

"You know...it's so hard, Ben. I don't know how much longer I can keep this up."

Something was definitely eating away at her mind. Gwen's thoughts were conflicting on different levels, as if two hurricanes had met and failed to merge with one another.

Ben walked over to the edge of his bed and sat next to her, leaning in close to let her know that he was listening - to her and focused only on her.

"What's hard? Gwen...tell me."

Her green eyes disappeared behind her eyelids. She was contemplating on explaining how she felt, but was fearing that it would be the end of Ben's hero days. Was she selfish for wanting to tell him her feelings only so that she wouldn't have to deal with the pain that was brought for bottling them up?

Suddenly, a rough and crisp hand found its way to the side of her cheek. It caused her to freeze as if she had been drowned in an icy ocean, but soon she relaxed and let the hand cup around her face.

Ben turned her head to face his own face, looking at her with such pure passion - something that he had hid from her ever since they were kids.

"Please, tell me what's wrong. I can't stand to see you like this?"

"And why not?" she said defensively. "You always seemed to show that you didn't care before, why start now." It wasn't a good way to start a conversation, but it was simply in her nature. She and Ben had always argued and teased each other for years - ever since they were kids. It was almost impossible for them to fabricate a normal talking mood.

However, if Ben had learned one thing over his years of being a father, then it was to be patient.

"Look, I'm sorry if what I have done as...ever... hurt you. I promise that I never meant to make you feel bad or cry. I guess...I guess I just wanted your attention." He took a deep breath. Ben was jumping into a deep pit - a hole which he could need see the end of. But it was time to take chances, to stomp in triumph over his fear.

"Gwendolyn, " he started with her full name to make sure he had her entire attention, "you're beautiful and smarter than any girl - woman - I have ever known. Someone like you should be out making a big name for herself, not stuck with an arrogant hero like me. Your face should be plastered all over magazines, and your mind should be talked about mercilessly on television. Why do you stay here with us, when you could be more famous than anyone in the world right now?"

Never in her life had she expected Ben, her cousin who had constantly tried to bring her down, to say anything close to what he had just told her.

"Do...you really mean that?" she asked nervously. The air was fragile, as if it was fast moving glass. A wrong move could shatter it into such small pieces that it would be impossible to reconstruct.

"Every word, and I have always thought of you like that."

Ben swallowed audibly, his stomach was light and his heart was pounding against his rib cage, as though it were about to spring free and dance along the floor beneath their feet.

Gwen looked all over his face for any signs that he could be lying, or simply saying those things to make her feel better. But she could find none.

With his hand still against her cheek, he slowly maneuvered it around the back of her head and laced his fingers through her bright orange hair. The color of her eyes blended so well with the perfect hue of her hair.

Pulling his hand towards him, he brought Gwendolyn's head with it. Slowly, their faces became merely inches apart, until they were right against each other.

Gwen allowed Ben's lips to press against her own as he kept his muscular hand interlaced with her hair locks. The feelings that were now running like electric voltages throughout their bodies were scary, ever so scary, but at the same time they were blended with freedom and spirit. They had never felt so reformed, and no matter how wrong it may have seemed, it felt so right.

Instead of leaving the physical guidance up to Ben, Gwen decided to release her tight grip from the mattress and put her own arms around the man in front of her. Ben's body felt warm as her hands guided up to the middle of his back and finally rested on his shoulders - holding tightly onto him as she pushed even closer, wanting an everlasting feeling.

They both would rather suffocate from lack of air than release the connection of their lips. Going on for as long as they could, simply daring each other to be the first to pull away.

Gwen was the first to make the step forward. She moved back just a few centimeters and spoke softly.

"So you think, just because you kissed me, that it will make up for all of those hard times?"

Ben smiled as their faces nudged together once more. "Is it working?"

"It's going to take more than one." she snickered and allowed him to kiss her repeatedly, starting with her forehead and moving back towards her lips.

Gwen then pulled away. She suddenly realized the consequences that could come from what she had just done. Looking guilty, she apologized.

"I-I'm sorry...I...we shouldn't have done that."

Seeing her get up, Ben took her soft hand and begged her to stay with him. "No, it's okay."

"No it isn't! If anyone found out about this...Ben it could ruin you. Everybody would look at you with disgust, and you wouldn't be the great 'Ben 10,000' anymore."

"It doesn't matter. I don't care who hates me...as long as you don't. Gwen please stay." he pleaded, making his eyes look as pathetic as possible.

"I can't. I'm sorry Ben."

She left the room, switching off the lights - as if trying to black out the memory that had now formed in her mind. Oh how she wanted to experience it again and again, but she knew it would just complicate his life. She cared more about his reputation then her own feelings.

Ben closed his eyes and fell backwards onto the soft mattress. Battling tears that were inevitable, he could still feel the burn on his lips where Gwendolyn's had been - her sweet and innocent touch which caused a storm to brew inside his head. What had he done wrong?


	10. Chapter 10

The previous had been disastrous. Ben couldn't have felt more broken, and just at the worst of times too. He had laid out his heart to be judged. It had been deemed unworthy of being wrapped in the silky arms of Gwendolyn.

As promised, Ben had gone down to the lower levels to play a game of baseball with his two sons. Even though he shouted words of encouragement to the two boys, he had remained distant – silent in most moments of conversation.

Now, with the sun rising just over the horizon adjacent to the four father's chiseled faces, Ben lie in his bed – having tossed and turned mercilessly. His dream, or nightmare rather, had been full of him going alone in space to trek for Gwen, but ultimately not making it in time.

In this mental vision, he had arrived on the rocky planet and got no vitals of any life – it worried him sick. Moving about the unforgiving land, Ben spotted a desolate structure – that of a cave with many tunnels. However, what he had come for was lying at the entrance.

There, on the brown, dust ground, was Gwendolyn Tennyson. Her eyes had been wide open with fear and a large circular gash running through the middle of her body.

But not that he was awake, Ben knew that it had simply been his head deceiving him – like it had done so many times recently.

The sheets of his bed were that of a dark burgundy, and he kept them close to his chin. He wanted to lie in the soft bed and relive the moment of her winding up in his room – and that moment happening – again and again. His whole body felt empty – his mind was no longer rushing or creating illusions. His head was no longer inflated with arrogance. It was all gone. Taken. Stolen. By Gwendolyn Tennyson.

"Ben!" came a strong voice followed by a few knocks on the door. "Aren't you going to say goodbye to your cousin?"

It was Max – who apparently found it reasonable to shout on a good morning. Although, Ben quickly scanned the words in his mind that had just found their way in.

_Goodbye?_ He cried to himself, and jumped up – literally diving for his mechanical door that separated his bedroom from the tower hallway.

With nothing but a pair of poly-cotton sleeping pants on, Ben switched the door's state to slide open, thus revealing a welcoming elderly face.

"Well, I see you're up now, but by the looks of it, you were just sleeping."

Completely ignoring his remark, Ben inquired "What do you mean _leaving?_ Where is she going? We just got back, she can't leave!"

Max held up a hand to slow his grandson's questioning down. "Whoa. Hold on there Ben. I know it was a quick decision, but it's her choice. Come on. She's just about to go."

Pushing his grandfather to the side, Ben threw himself into the hallway and ran down the corridor heading for the landing pad on the side of his headquarters. Just last night she had kissed him, and now she was leaving on another one of her long-term galactic travels. He wanted to stop her, and keep her there with him. But he couldn't. Be didn't feel right telling her not to go – or even asking her to stay. No matter how much it hurt him – he knew exactly what he had to do.

Passing through two double sliding doors Ben found himself outside on a steel-frame pad that hovered over a busy city. Right in front of him was another ship of Gwendolyn's – which she had about three others thanks to Max.

Beside the new star cruiser were three people. A tall, and beautiful, woman with orange hair as bright as the best citrus orange. Just below her – giving her a goodbye hug – were two children. Kenny and Devlin.

Kenny turned around to see his father standing at the landing pad entrance. "Hey dad, did you come to say goodbye to Aunt Gwendolyn too?"

Ben did not even glance at his son, he kept his eyes on the figure that he had been hugging. Gwen turned to meet his gaze. She had a sorrowful expression plastered on her face – she was afraid he would find a way to keep her on Earth and not leave. She knew that he would be able to, as she wanted desperately to stay as well.

"Yes...I did." Ben finally said.

Gwendolyn's heart jumped. She had thought – and even hoped – that he would ask her, beg her, to stay with him and never leave again. She wanted to know that it was him that caused her to stay. But no, he simply was going to give her a goodbye, as if he didn't care if she was with him anymore.

Ben walked up to her. He never blinked, nor did he stop staring at her. Taking one of her hands into his own, he leaned in close.

"If this is what you want to do, then I just want you to know that I'll miss you."

Gwendolyn took a deep breath, her chest heaving. She hadn't expected him to be so selfless. He cared enough to be supportive, and not make her think twice about her own decisions. Ben offered his heart to her, his care, something she had wanted ever since they were ten. His acceptance.

"I don't know..." she finally spoke to him. "I'm not sure if I really want to do this." Her gaze then moved sideways – breaking their eye contact. "But I think it's what I should do. Ben, I need to clear my head."

The brunette man wanted to try and convince her to stay, ever so much. However, he knew that it would be wrong. Nodding in a solemn, and sad, way, he agreed.

"Just remember...I will always be at your side if anything happens to you. I won't fail you again."

A tear rolled down Gwen's cheek, which was caught by Ben's crisp finger. Was she really going to leave and go away from someone who cared so much about her? Who cared to stand beside her at all times?

"I won't be long." she said hopefully. "I promise, I will come back."

Gwen then lent closer to Ben's face and kissed him softly on his cheek. He then closed his eyes, savoring the moment that was being ripped from his body – he hadn't even got a chance to get used to it yet.

They then let go of each other and Ben backed up – watching as Gwendolyn turned and entered the quaint ship.

"Dad? Aunt Gwendolyn was holding your hand and gave you a kiss. Does that mean she loves you?" Kenny asked, curious about what he had just witnessed.

Ben smiled, his eyes sorrowful, "No, that doesn't mean she loves me. But she has proved to me in so many different ways in which she does."

Gwen sat in the cockpit of the cruiser and felt the odd gravity change as the weight from her and the ship was lifted into the air. Wherever she went, and wherever she was, he was her protector. Her savior. Her guardian angel.


End file.
